Mad Man, Blue Box
by TimeLordTechnology
Summary: A girl named Lilly joins the Doctor on new adventures. Set post Rory-Amy. 1st person POV. I'm no good at summaries... R&R!
1. Chapter 1

I was walking along the streets of Bath, England on a particularly foggy day. It was starting to rain so I wanted to hurry up and get home to my one room apartment and prepare for the stormy weather.

It became harder and harder to see through the mess of thick brown hair that blew into my face as the wind picked up. The street was unusually quiet and devoid of cars, but I dismissed this and credited it to the foul weather.

Ahead of me formed the hint of a shadow, long and tall, but then it was gone again. I kept on walking, thinking it was just my eyes playing tricks on me.

As I got closer to where the phantom shadow had loomed, I heard a strange noise. It was like a badly damaged car trying and failing to start up. The shadow returned with it. This time it stayed.

_I'm going mad_, I thought to myself. But I kept walking. As I neared the thing, I started to go out of my way to avoid it. I kept my eyes trained on the ground.

Suddenly, just as I was in front of what I now saw was a big blue box, like a telephone booth, something slammed into me.

I fell onto the road but was immediately helped up.

I brushed myself off and looked up to see who had run into me. It was a skinny man with dark brown hair that was gelled back. He wore a dress shirt, maroon bowtie and suspenders, and a tweed coat with elbow patches. "Sorry about that," He said, "Don't usually hit people, not very polite you know, I do try to avoid it if I can. Anyways, I was wondering if you could tell me what year this is?"

_Great, I ran into a madman, _I thought. "2011," I said.

"Right then, great year, a lot happens. Then again I've never been to a time where nothing happens. Always an adventure, dangerous sometimes but I say Geronimo!" He paused and looked at me. "Haven't introduced myself, have I? I'm the Doctor," he said, shaking my hand enthusiastically.

"Lilly Carson," I said. "And listen, doctor-"

"Just The Doctor."

"Right then, Doctor, I must be getting home, it's starting to rain," I said, and tried to duck around him.

I was just continuing my walk home when I heard a chilling scream from one of the houses. It sounded like a child's. I sprang into action, running full speed towards the sound, not knowing what I was planning to do once I got there. I got to the door of the house and tried the handle. Locked.

I heard footsteps behind me and turned to see the Doctor coming to help.

When he got to the door, he reached into his inside coat pocket and took out a strange device. "What on earth is that?" I asked as he pointed it at the door and it made a weird, whir-like sound. Then he put it back in his pocket and opened the door.

"Sonic screwdriver," he said, grinning.

He ran inside and I followed right behind him. He started looking around the downstairs level for the source of the scream. I decided to take the upstairs.

As soon as I was on the second level, I opened the door to my right.

Lying motionless on the ground was a little boy, deathly pale, staring at the ceiling and letting out another scream.

I looked up to see what was making him so frightened.

Hovering there was an evil-looking creature that made my blood run cold. It had long black wings that kept it aloft, and an eerily human looking face atop a grotesque and contorted body.

"DOCTOR!" I yelled.

I heard his footsteps on the stairs, but he was coming too late. The creature screeched and flew away in a blur, leaving behind a trail of a sort of black mist.

He finally came to my side. "What happened?" he asked.

"I- it- there was-I don't know what that thing was. It was- it had wings and a weird body and-"I trailed off, not knowing how to explain it and thinking that he'd think I was mad. I thought I probably was.

He took out his Sonic Screwdriver again and scanned the length of the room, and then the boy.

He looked at something on the end of it and muttered something I didn't catch.

"What?" I asked.

"The Black Death," he said. He looked gravely out of the window. "You've learned about the Plague I assume?"

"Sure," I answered, "but what's that got to do with that… _thing_?"

"That 'thing' is what caused the plague. They call themselves the Mist, but they're more scientifically known as _Morte Nera_, literally translated to 'black death.' Nasty blighters."

Instead of trying to decipher all this, I asked, "Is the kid alright?"

He nodded, "Should be," he said, bending to pick up one of the child's toys and putting it in his pocket. "Ought to set him in bed though, so he can think the whole thing was a nightmare or something. It'd be best not to scare the poor boy."

I nodded and tucked the little boy into bed comfortably, noticing that his face was slowly turning back to its normal colour.

"Now the problem is how we are going to get rid of them," the Doctor went on.

"We?" I said. I didn't want any more to do with those demonic creatures of any other lurking dangers or strange things that seemed to be attracted to this man like a magnet.

"Well I thought- I mean, you can't just leave now can you? Not after what you just saw?"

I raised an eyebrow, still not following why he simply assumed I'd be going with him. "Doctor, I don't even know what it was that I saw, I hardly know you, and for all I know I could just be dreaming up this whole thing. Why would I go and help you deal with 'mort- whatever'?"

"Morte Nera," he said. "And I really hope you will come. You seem like the type that's quite brilliant." And he walked out of the room.

I stared after him. I could've been at home right then, eating frozen pizza and waiting out the storm, when instead I was getting wrapped up in some crazy and far-fetched scenario.

I shook my head in an attempt to clear it and turned to face the boy, now asleep and back to a healthy looking pallor. I looked over his face, noting how his eyebrows were slightly furrowed and his eyes were squeezed tightly shut. It was in that moment that I realized the Morte Nera could be out there right then, terrorizing millions of other helpless people. It was in that moment that I realized I had to go with the Doctor.

I ran after him, flying down the steps and out the door. "Doctor!" I yelled.

He looked back over his shoulder.

"I'm coming with you!"

He grinned and waited for me to catch up. "Geronimo," he said, "I thought you would change your mind. Now then, shall we go on?"

"Where?" I asked, wondering how he was planning on tracking down the monster or possibly multiple monsters.

In response he pointed at the sky.

I looked up and saw a thin black line trailing out of the window of the house we'd just visited. _The mist, _I realized.

Suddenly I heard the low rumble of thunder.

"We'd best hurry," he said, "Rain will wipe out our chances of finding the Nera. It does have a nasty habit of hiding things."

We began jogging, following the trail of black mist. We went at it for several minutes, until I looked around and couldn't recognize our surroundings. It began to drizzle, and I couldn't see the mist anymore. It was a lost cause.

"Doctor, it's over, we can't find it in this weather." I said.

"Oh no?" he replied smugly.

He ran ahead of me to an old warehouse that was closed for the night.

Not wanting to be left behind alone on an unfamiliar street, I ran after him. He pulled out his sonic and within seconds had the door open. We rushed inside and he started frantically looking around.

"What are we looking f-" I started to ask him, but he raised a finger to his lips to warn me to be quiet.

We continued like this for several rooms, finding nothing. We covered the whole ground floor and moved on to the second. In the first room we searched, the Doctor found strange, iridescent goo on the north wall. He scooped some up with his fingers and sniffed it.

I could sense what he would do next and I shook my head frantically to try and stop him. My attempts were futile, and he lifted his fingers to his mouth and tasted the substance.

His face scrunched up and he looked baffled though unphazed by the taste of it. He looked back up and searched for where the goo was secreting from. It ran from the ceiling to the floor. He whipped out his sonic again and scanned it as he had done the mist earlier.

After looking at the results, he turned to me and pointed upwards, signaling to go and check out the room above us.

We crept up the stairs to the third floor slowly, looking out for anything odd. There was nothing in the stairwell, but as we crept closer to one of the rooms a strange smell that I couldn't place overwhelmed me. The Doctor sensed it too, and we let our noses lead us to where the monsters were.

We came upon another locked door, but as long as he had his sonic that was no problem. I held my breath as he eased the door open.

The goo that we had seen earlier covered the room. The stench that I had thought was overpowering in the hallway was nothing compared to that which now invaded my nose and almost induced my gag reflex. The Doctor went right on in, but I stayed in the doorway, not wanting to have any contact with anything that smelled like spoiled food and sweat.

Attached to the wall were a series of black cocoon-like structures that were covered in the goo. The Doctor walked over to one and scanned it with his screwdriver. He then prodded it with his finger. Nothing happened.

He turned to me, raised his eyebrows, and whacked the cocoon off the wall.

"ARE YOU CRAZY?" I whisper-yelled at him. Who knows what those things were or what that could've done! He again motioned for silence. He crept over to inspect what he had knocked off the wall.

"Looks safe," he said aloud. I rolled my eyes.

"Great," I said, "Just go whack a strange black thing covered in goo off a wall and hope for the best. What could go wrong?"

"No need to be such a worry-wart, Lilly, really," he said. "Worry-wart," he said again as if trying out the word in his mouth, "worry- wart. Strange, don't think I've ever said that before. Don't particularly care for it."

Something about his face when he went into a tangent like that made me laugh. He looked up at me and grinned, then stood and clapped his hands together which echoed off the walls. "Now then. What should we-"

His sentence was cut short. There was a massive crash and the shattering of glass from the window of the door, and an angry screech resounding from the dark creature I had encountered earlier that day. Its looks still made me shiver and for a minute I was paralyzed in fear, but the doctor sprang into action,

"Those cocoons must've been the Nera's eggs," he shouted as he parried the creature and scanned it with the sonic.

He was slowly backing himself into a corner and I saw that there would soon be no place for him to get away from it, so I gathered myself and picked up the cocoon (or the egg) and threw it at the Nera.

It bellowed another screech and turned to face me, charging at full speed. I turned to run but to my horror my left foot was sunk down too far into the muck that I couldn't lift it to move at all.

I braced myself for its attack, hoping the Doctor would think of something fast.

It leaned in to bite at my arm, but I hit it with all my strength and it flew back. But the fight was far from over. It recovered from my blow and came to bite me again. Ready to fight back this time, I drew my arm back to throw another punch.

"Lilly!" the Doctor yelled.

I turned and he threw me the toy he had picked up earlier. I caught it, but my attention had been diverted for too long. I felt a searing pain in my arm as the creature bit into my flesh. I cried out and dropped the toy. The Doctor didn't pause for a moment and dived next to me, retrieving it and, before the Morte Nera could strike him, stuffing it into his mouth.

It screeched once more then choked and fell to the ground dead.

For a while we sat there, breathing heavily. He never took his eyes off the Nera. I looked down at my arm, which was throbbing and hurting like crazy. There were crescent- shaped tooth marks on my forearm, bleeding profusely. I applied pressure to the wound with my other hand.

Eventually, the Doctor rose. He helped me to stand and we knocked the rest of the pod-like eggs to the ground. He led me outside and we headed back to where the whole adventure had started. The mysterious blue box.

He looked at me and smiled. "Lilly Carson," he said fondly. "You were absolutely brilliant."

"Thanks," I said, smiling. "But I still think this whole thing was a dream. A strange, strange dream."

He laughed. "What if I could show you even crazier, even unbelievable-ier things?"

I giggled. "That's not even a word," I said. "But what do you mean?"

"Come on," he said, and disappeared into his blue box.

_Going to be a rather tight fit, _I thought uncertainly. And I opened the door.

"How'd you do that?" I asked, eyes practically bulging out of my skull. I was certain that it was nothing more than a tiny box. But inside, it was way bigger than any building I'd ever been in.

"Time Lord technology," he said, clicking on various buttons and turning knobs seemingly at random on a sort of control panel in the center of the room.

"What?" I asked, utterly confused.

"Oh yeah, didn't I mention? I'm a Time Lord. Got all of space and time at my fingers and I've chosen you to come along with me. Doesn't that make you feel special? Now where would you like to go?"

I laughed. "You can't be serious. You want me to believe that you've got a sort of time travelling thingy and that you're some sort of new species? Please, that is so sci-fi."

"Gallifreyan born and raised," he said, "and please, it's not a '_time travel thingy', _it's the TARDIS."

"The what?"

"Time And Relative Dimensions In Space."

"Right."

He smiled again. "Want to see what this old girl can do? Just hit that button to your left. But I've got to warn you, it can be a dangerous thing, travelling with me."

I rolled my eyes once more, not believing what he was saying. Part of me was incredulous, part of me was excited, and part of me was nervous as I reached out my good arm to push the button.


	2. Chapter 2

The TARDIS shuttered, knocking me into the control panel and making my arm throb again.

I looked over at the Doctor, who had the biggest smile on his face, looking so much like an excited child it was impossible not to smile myself.

It was crazy and wonderful, starting to believe in something this impossible. Travelling through time and space, going to face incredible creatures and tasks I never thought I would.

Finally, the TARDIS calmed down; making that strange noise I'd heard on the street. The Doctor wasted no time in heading to the door, turning to me before opening it to say, "Geronimo!" again.

I walked out right after him, holding my breath.

I scanned over my surroundings, noting how very much like earth this seemed. Green grass and blue sky with a yellow-orange sun just starting to rise.

"This _is_ a different planet, isn't it?" I asked, not bothering to hide the note of disappointment in my voice.

He didn't reply. Instead he took out his sonic and scanned all around us. For a while, nothing happened. We stood there in an empty field while he fiddled with his sonic.

I was about to ask him if other planets were always this dull when finally something happened.

All around where we stood, houses appeared. One second it was empty, the next it was filled with two story houses, levitating about two feet in the air, complete with steel doors and barred windows.

It took me a minute to get caught up with what had just happened. "Doctor," I said once I was caught up. "Why are those houses _floating_?"

He didn't get a chance to answer.

"Get on the ground!" I heard a voice yell.

I turned, and standing there was a man who was bald and tough looking with a rifle pointed straight at us. I put my hands up and started to get down, but I noticed the Doctor didn't move.

"Hello," he said instead. "We're new around here and we were just wondering if you knew of anywhere we could get a bite to eat? I'm starving."

The man looked confused.

"Maybe something like a waffle," the Doctor went on, "Waffles sound good, don't they, Lilly? Everyone loves a good waffle, right?"

The man put down his gun. "Travelers?" he grunted.

The Doctor nodded.

"Ain't had travelers here for a long time. What's your business?"

"Well, I heard you had some great waffles here and-"

"We're traders," I cut in.

The Doctor looked at me. "Right, traders. Brilliant! We're traders! Here to trade and whatnot. Up to a bunch of trade-y things."

The man nodded. "Welcome, then. Name's Sam. We don't have any kind of food you're talking about, but we have some you might like."

The Doctor smiled. "Lead the way," he said.

We followed him to one of the floating houses. He placed his finger to the base, where there was a sort of scanner that I hadn't noticed before. A ladder was lowered and we all climbed up. He unlatched the steel door, and we walked in.

"Seems like a lot of security," I observed. "What's it all for?"

Sam laughed. "Where are y'all from?" he asked. "It's only the basic system for all the towns here. Need it, if you're gonna survive the Walking Dead. Unless you come from a place where there are none."

The Doctor looked at me and raised an eyebrow. I shrugged.

"Actually," he said, "We don't have any Walking Dead where we're from, so could you tell us about them?"

Sam gaped at him. "Really? I've always heard stories- but there really are places without them? They aren't just legends?"

"Nope," I said, "Totally real. Now, you were saying something about the Walking Dead?"

He shook his head to clear it. "Right," he began. "The Walking Dead have been here long as I can remember. When the people here die, you either burn their bodies or they come back to life. It ain't as great as it sounds, though. They change. There's coldness in their eyes, and they can only communicate with moaning. They don't eat and they starve themselves until their flesh caves in on 'em and you can see their bones sticking out. It's like they don't feel pain anymore, or any other emotion. We can't get rid of them, so we have to get by on avoiding them. Because if they touch you, a disease spreads in you and you become one of them."

He paused. "Lost my daughter that way," he finished quietly.

We stood there in silence for a moment, until the Doctor clapped his hands together and said, "They sound like a lot to have to put up with all your life. Mind if we go off and meet your neighbors? Maybe after eating something?"

Sam wouldn't allow it. "Certainly not," he said. "I can't allow you to go out there unarmed."

The Doctor shook his head. "I never carry weapons," he said.

Sam sighed. "I suppose I'm going with you then," he said. "But we'd better hurry. They come out soon."

He led us back out of his house and started to the house opposite his.

"This house belongs to my son," he said. He stopped us in front of it and whistled loudly.

I saw a flicker of movement from one of the windows, and the door was unlocked and the ladder lowered for us.

The owner of the house greeted us one by one as he helped us inside.

He shook the Doctor's hand, and they smiled and introduced themselves, revealing dimples on his cheeks.

He nodded to his father and helped him up the ladder.

When it was my turn, he shook my hand as well. "I'm Warren," he said, gripping my hand and smiling.

"Lilly," I said, "pleased to meet you, Warren."

I let go of his hand and went to stand inside.

Warren closed the door behind us. "It's been awhile since we've had visitors," he said, running a hand through his shaggy blonde hair in an attempt to get it out of his eyes. "What's your business here?"

I opened my mouth to give him the same response I gave his dad, but then it started.

Moans sounded from below the house. Terrible noises full of sadness and insanity, so loud it took all my self-restraint not to cover my ears to shield them.

The Doctor walked over to the window and lifted back the curtains. I went to stand behind him.

Standing below us were hundreds of Walking Dead. They were as Sam had described. The one nearest us was greenish-pale in colour. He held his head crookedly, and his jaw looked painfully unhinged. He limped along on one good leg; the other had been torn in places and you could see the ligaments and tendons. His left ribs were visible poking out of his skin.

They were all like that, joints twisting wrong ways and missing limbs and the like. It was hard to look at them. It was even harder when I considered the fact that they were real people. They'd had families and lives, all cut short for a life like that. They were condemned to moaning and crawling around miserably forever.

I had to step away from the window.

"They can't get to us up here," said Warren, "We're safe."

We sat in Warren's house for hours. He and his father told stories about the Walking Dead. The Doctor told them all about waffles and what they looked and tasted like. We ate a meal consisting of tea and some kind of berries. And the day slowly drew to a close.

During a lull in the conversation, Warren stood and crossed over to the window.

"They're usually gone by now," he said.

Sam got up and went to his son's side. "They smell the travelers," he said. "They'll leave."

The Doctor and I joined them.

"What are they up to?" asked the Doctor.

He gestured to a group of them who were climbing on top of one another. They looked like a wave of Walking Dead, slowly inching closer and growing taller.

"They've figured out how to get up," said Warren, worry evident in his voice.

Suddenly something dawned on me. "You _did_ remember to pull back up the ladder, right?"

I couldn't remember. I hadn't even thought about that when he was shaking my hand.

He looked over at me, eyes wide in horror. "I can't remember," he said.

We ran to the front door, he opened it and slammed it closed again just as quickly.

"Was it up?" I asked, fearing the answer.

"I can't tell, but they're almost up to the door. We've got to get out of here."

Sam nodded. "I'll hold them off," he said. "You all go and get as far away as you can as fast as you can."

The Doctor turned to me. "Go for the TARDIS," he said.

I shook my head. "We aren't leaving these people," I said.

Warren addressed his father. "No" he said decidedly. "I'm not going to let you. You'll be killed."

The Doctor spoke up. "I'll have to agree with your father on this one," he said. "If we're going to make it out of here, his diversion is necessary."

Sam nodded again.

I looked at Warren apologetically. He set his jaw and muttered, "Fine."

The moans were drawing closer, we had very little time.

Warren nodded to his father.

We gathered around the door once more, poised to run through the mob of Walking Dead to get to the TARDIS.

"On three," said Sam. "One. Two. Three!"

Warren opened the door and Sam rushed through. The mob encircled him, reaching out to touch him. He fought back madly, shooting into them and making several fall. But he couldn't hold out like that forever.

The rest of us ran full speed away from the house. If any of them approached us, Warren would kick them out of our way with heavy steel-toed boots. The TARDIS was soon in view. The Doctor snapped and the doors opened.

Warren stopped suddenly and looked back. His father was no longer visible among the Dead. For all we knew, he was one of them now.

I reached over and took his hand. I led him to the TARDIS and closed the doors behind us.

He sank down to the ground and held his head in his hands. I sat next to him and put a hand on his shoulder, trying to give him some comfort.

"Right," said the Doctor, fiddling with the controls. "Moving on from there."

I gave him a look, not believing he wasn't at all sympathetic about Sam.

He raised his eyebrows and shrugged, oblivious. He turned back to the TARDIS controls and hit the button once again.


	3. Chapter 3

Warren's eyes grew larger as the TARDIS reared towards her next destination and our next adventure.

I kept my hand perched on his shoulder in an attempt to give him some comfort. The Doctor kept circling the control panel, twisting and pulling knobs and leavers and glancing at the screen.

Finally we landed. I got up and Warren followed suit. I was just about to open the door to whatever awaited us this time when the Doctor stopped me.

I turned to face him, and he peered at me with an odd expression on his face. "Tell me," he said. "Do you feel weird at all? Woozy, maybe? Are you seeing things? How many fingers?" He held up two of his fingers, but didn't give me time to respond before putting them back down and taking out his sonic screwdriver. He proceeded to shine it straight into my eyes.

"Ouch!" I cried, shielding them. "What was that for? And I'm not going crazy."

He checked the sonic then looked back at me. "Right," he said, reaching out and poking my healing arm and making me realize how sore it was, "Shall we go on then?" And we walked out the doors.

We were on Earth again, that much was clear; where and when I didn't know. The street was empty and the sky was gray, giving it an ominous look. "Where are we?" asked Warren.

"Earth," said the Doctor, "2350 A.D."

My head spun. I hadn't really ever thought that earth would still be around that far into the future.

We walked down the road a ways, not coming across a single person or seeing any cars. It made me feel uneasy, and I couldn't imagine what it must have been like for Warren.

"Where is everyone?" I asked.

The Doctor shrugged. "Humans are unpredictable," he said. "There could be a gladiator fight- no, no, I suppose those ended a while ago, didn't they? Pity. What's that up there?"

He gestured farther down the road to the only building for what seemed like an eternity of pavement. I wondered how I hadn't noticed it earlier.

The Doctor stated jogging to it, and Warren and I followed suit. As we got closer, I noticed that there was a flurry of activity going on around it. Even closer to it, I could hear loud and panicked voices, and saw what looked like a mad rush for the door. Curious, we quickened pace.

Soon enough we reached the building. The busted neon sign on the roof said Barnum's Toys.

"Can't be Christmas yet," said the Doctor, puzzled. "And even if the toys are marvelous, they cannot possibly be good enough to create all this frenzy," he turned to me and smirked, "Earth toys have got nothing on Gllifreyan toys- now those are real beauties." Then he promptly turned and tapped a young woman on the shoulder.

It was clear from the bags under her eyes that she hadn't slept in awhile. She looked worried and frightfully pale. "What?" she snapped.

"Hello," said the Doctor. "Lovely day, isn't it? Mind telling us why you're in such a hurry to get in there?"

She looked us up and down each in turn. "Have you gone crazy?" she asked seriously.

The Doctor seemed to consider her question for a minute before answering. "Nope," he said, "sane as a… really sane thing… didn't really think that analogy through. Anyways, what are you all up to?"

"Where've you been living for the past four years?" she asked. "It's the Bug Plague. A swarm was spotted a few minutes from here; they could show up at any moment, now I really must get inside. And so should you, if you want to live." And with that she returned to picking her way nimbly through the crowd towards the door.

"Bug Plague?" said Warren quietly.

The Doctor shrugged. "Sounds like we'll see in a moment, best get inside though, she sounded serious."

Somehow we managed to make our way into the Toy store by pushing and swerving through the crowd. After that, we didn't know what to do, so we simply stood there in silence, observing people and anxiously peering out the windows waiting for something to happen.

After a while, a high pitched scream sounded from across the room. A woman was pointing towards the east window; and immediately panic struck. People were everywhere, running to and fro and hiding under shelves and behind various doors. The three of us stood where we were.

I didn't see anything, but as I turned to ask the Doctor, I noticed that Warren's eyes were huge and horrified, and the Doctor had out his sonic and seemed to see what everyone else did. Confused, I looked one more time out the window. Nothing was there.

"Doctor," I said, "Why can't I see anything?"

He and Warren turned to me. Warren looked surprised and said, "How could you _not_ see those? They're huge! I've never encountered such creatures."

I ignored him and focused on the Doctor. He looked inquiringly at me and peered into my eyes once more. He opened his mouth to say something, but quickly closed it and turned back to scan the windows again without giving me an answer.

Giving up, I crouched down behind a shelf full of candy.

Warren and the Doctor looked out of place standing in the middle of the room. Everyone else was hiding from the impending attack of creatures I was blind to. My stomach growled, making me realize for the first time that I hadn't eaten in a while. I reached up and started tucking some candy into my pockets.

Just then, a crash rang out, and glass from the window shattered and fell to the floor amongst those that were hiding close to it. Warren looked positively mortified, frozen where he was. I yearned to see what was going on, what caused the shattering glass.

I scanned the room, looking for anything unusual that would clue me in as to where they were. I couldn't see anything but panicked people.

"Lilly!" I heard. It sounded far away.

The next thing I knew, I was on the floor having been tackled by Warren. He was breathing fast and looked as terrified as ever.

"You- um- you almost got attacked…" he said, scrambling up and reaching out a hand. I took it and he helped pull me up.

"Thanks," I said, feeling my face turn red.

He nodded.

The Doctor came scrambling up to us. "Well," he said, "If you two are done with whatever you're up to, I think we've got a job to do here."

"We weren't- I mean- we didn't-" I trailed off, my face going red again.

At the same time, Warren said, "We aren't up to anything."

The Doctor grinned. "Anywho, let's take down these things, shall we?" He walked away towards the door.

"Did they leave already?" I asked Warren.

"Yeah," he said. "Took off carrying some poor woman. Didn't you see them?"

I shook my head.

"Lucky," he muttered, then started after the Doctor. I followed.

"So," said the Doctor as we walked down a once more populated street. "Brainstorm. How're we going to beat those oversized beasts?"

We stopped walking. Warren shrugged. The Doctor looked far away in thought.

"Doctor?" I said. "Tell me. Why couldn't I see them?"

He looked at me with a strange look in his eyes. "I don't know," He said.

"You're lying, I know it," I said. "At least tell me what they look like."

"Giant flying insects," said Warren. "There's a reason it's called the Bug Plague. Those creatures are horrifying." He shivered.

"They're like bees," added the Doctor, "Only more huge-r and they probably eat people. Nasty habit."

I nodded. It was probably a good thing that I couldn't see them.

"Well which way did they fly?" I asked. "We can track them down sort of how we did the Morte Nera. Get rid of the source and get rid of the problem."

The Doctor smiled. "I thought the same thing; we must be brilliant, great team, you and I. But what can we use to track them? I didn't see any trail they left behind."

Warren piped up. "There was one thing," he said.

"Brilliant! I love it when things work out. Go on!" said the Doctor, beaming.

"It was the woman's shoe. It fell off her when they carried her off. Might have something useful on it."

"Right then, back to the toy shop!"

Off we went, retracing our steps until we were back at Barnum's. We split up and checked all the aisles until finally Warren shouted, "Got it!"

The Doctor scanned the high heeled shoe the poor woman had dropped with his sonic screwdriver.

"Perfect," he said. Without anything further, he walked off staring at his sonic like it had specific coordinates on it linked to the shoe's owner.

Warren and I followed him once more, through streets and alleyways and endless twists and turns. The sun was starting to set when we finally stopped.

"Here we are," said the Doctor, stowing his sonic in his coat pocket. He straightened his bow tie and we approached a modest shack.

The Doctor knocked. Like you'd expect to have happened at a haunted house, the doors creaked open but there was no one there.

No one I could see, anyways.

"Hello," said the Doctor. Warren turned pale and looked downright disgusted.

"Looking rather nice this evening. At any rate, I don't suppose we could come in?"

I nudged Warren and gave him a questioning look.

"You can't see her either?" he whispered. I shook my head.

"It's the woman. The one from the store. Only she…" he trailed off.

"She what? What's happened to her?"

"She's got something wrong with her. Her face, it's… well. Her eyes are huge and keep looking at a dozen places at once. And she's got feelers, like the ones on the giant bee things. It's like the thing bit her and now she's turning into one."

I tried to imagine what she looked like. It was frustrating having to only imagine something was there when the others could see it.

The Doctor must've made some headway with her, because he was entering the shack.

Nervously, we followed him inside.

All over the walls were hives. I could see that much. I didn't see any bees flying about in them, but I could hear a faint humming sound that told me the hives weren't disserted.

We walked deeper into the house and the humming got louder and louder. The Doctor sonic-ed most everything we passed. Suddenly he stopped.

What happened next was a blur.

One moment I was asking the Doctor why he stopped, the next I heard the humming noise so close as if it were right next to me. Warren tackled me again and yelled something to me, but I couldn't hear it because the humming was too loud. The Doctor scanned over me and then reached into my pocket. He pulled out the candy that I'd had hidden in my pocket. The humming went a bit quieter. Then the Doctor handed me the candy and said, "Don't ask questions and you'll be alright, just run."

My heart beat fast, but I did as he instructed. I ran through the hallways and almost made it to the door before I felt a painful prickling on my hand. Dropping the candy, I ran outside.

I held my hand close to me, feeling dreadful. My hand was going numb and my eyes started to tear up at the pain. I noticed the humming was farther away. Eventually it died down completely.

I was feeling even worse now, as if my hand were on fire. I looked down at my hand to where, I assumed, I'd been bitten. Only then did I notice it had happened to my arm that had before been bitten by the Nera.

"Doctor!" I screamed. "Warren! Help!" I was losing all feeling in my arm now.

They rushed out. I could feel myself losing consciousness. The Doctor and Warren looked blurry and indistinct and I couldn't make out what was being said.

The Doctor scanned my arm and said something to Warren, who proceeded to pick me up and began carrying me.

The pain was spreading to the rest of my body now. I cried out.

The last thing I remembered before I blacked out was Warren saying quietly in my ear, "Hold on, Lilly. Stay with me."

And then I was out.


	4. Chapter 4

My eyes opened smoothly, dreamily. I was eerily calm and not at all worried about where or when I was for the first time since I'd met the Doctor.

The Doctor. Where was he? And what about Warren?

Thinking gave me a strong headache. I stopped letting my mind wander and focused on thinking of nothing other than that I was safe.

Or was I?

I chided myself for thinking again. Of course I was safe. I was-

Where?

I ignored the headache this time. I had to sort things out.

The calm feelings subsided, only to be replaced by confusion and fear.

I found that I couldn't move at all. Except for the rise and fall of my stomach that told me I was still breathing, the only movement I could make was to move my eyes and look around.

I couldn't make out exactly what color anything was. It all seemed to be iridescent, and where the wall started was indistinguishable from where the roof ended. It was every color and yet none at all. It was as confusing as anything else about this place.

I couldn't see a door or a window, but there had to be some opening; I could feel a breeze from somewhere.

I sighed and closed my eyes again. Once more I gave in to the calm feeling and thought of nothing.

"_Fight it Lily, keep thinking for yourself."_

My eyes snapped open, causing another headache that felt like a million jackhammers pounding away at my skull. I did my best to ignore this one too.

I had heard Warren's voice. I had heard it as clearly as any of my own thoughts. He had told me to keep thinking.

I looked around once more, this time searching for any sign of Warren or the Doctor. None was to be found.

I must've been imagining things.

I felt the calm start to rush back in as I began to relax.

"_Don't. You can't give in to it. Stay awake."_

So I hadn't been imagining after all. Warren's voice in my head was loud and unmistakable.

But should I listen to it?

It could be a trap.

No, Warren wouldn't deceive me.

Would he?

I decided to stay awake, if only to see what would happen.

My head throbbed, but after a few minutes of staying conscious I realized it wasn't the only pain I was feeling.

My arm was hurt too. I could feel it, if only distantly. I tried to remember what had happened, but something was blocking my memory.

I lay there for awhile, trying to get past the maddening blockage to no avail. I decided on a new tactic.

_Warren? Can you hear me?_ I tried sending the telepathic message to him. Several minutes passed with no reply. It must've been a one way thing, then.

I tried again to move. I started with my toes, attempting to flex them one at a time, then up to my legs, and so on until I reached my head. Nothing. I was in a state of paralysis.

"Wouldn't you feel more comfortable if you relaxed and closed your eyes, dear?"

The voice was so soothing that for a moment I forgot to be startled by whoever had spoken.

"Come now, go to sleep. You'll feel so much better if you do."

It was a woman standing beside me. She had appeared out of nowhere. She seemed a giant until I realized that I was lying down and thus had to look up to see her.

Her voice was lulling, trying to coax me into sleeping. I wanted nothing more than to give in.

I felt my eyes start to become heavier.

"_No."_

Warren's voice cut through my tiredness.

"_You cannot give in now, Lilly."_

I felt stronger, and forced my eyes fully open.

The woman looked upset and scolded me as a school teacher would.

"That is not what I instructed," she said. "Please, go to sleep, dear."

I tried not to listen to the tone of her voice. It was hard, but I managed somehow.

"Why am I here?"

My own voice sounded harsh in contrast, and it felt weird in my throat.

She clicked her tongue. "Now this will not do," she said.

"Why am I here?" I repeated louder.

She pouted. Then smiled.

"You're here because we can help you," she said, sounding almost caring.

"I don't need any help," I said, knowing it was probably a lie.

She laughed pleasantly. "Maybe not now," she said. "But you were in quite a state when we found you."

I felt the pain in my arm again.

"Why can't I move?"

"We don't want you to feel hurt, or to hurt yourself again. Won't you go to sleep, dear?"

"Not until I can move," I answered.

She shook her head sadly.

"If that's what you want, dear," she said, walking past my line of vision toward my feet.

There was a high pitched hiss, and then she walked back to my side.

"Now don't panic, dear; it's bad for your health," she said.

Panic about what? I thought.

Slowly but surely I was regaining my ability to feel and to move.

I was finally able to stretch and wiggle my toes, then my legs, then my spine and my head.

Last to come were my arms.

And I wished they hadn't.

A searing pain ripped like fire through my arm, spreading from my forearm. I cried out and it echoed off the walls. The pain washed through my system relentlessly.

That was what it took to finally be able to remember.

It all came crashing back in a flurry of images.

_I was fighting the Morte Nera when it bit into my arm._

Was that what was causing all this pain?

_I was running from something I couldn't see, fleeing with a sense of urgency._

The Bug Plague. I vaguely remembered the events after we entered the bug-woman's house.

_The bugs had bitten me too. I dropped to the ground. Warren was there, carrying me to the TARDIS._

But how had I gotten here?

When the images stopped, I was left still confused and very much frustrated.

I heard a sharp sound.

I didn't realize it was me screaming until I had stopped. The fire was still burning through me, feeling strongest in my injured arm. It wouldn't stop. I felt tears start to stream down my face.

The woman was muttering something about panic and health again, but I paid her no mind.

It seemed like the pain would go on endlessly, and I yelled for a release from it.

Like an answer to my request, a voice cut through the chaos in my head.

"_Hang on, Lilly. We're coming to get you."_

I couldn't think of anyone I'd have rather heard at that moment.

The woman left my side for a moment. When she returned, I could feel the fire start to subside.

I lay there once more, shaking. The headaches didn't seem as bad anymore.

"See now, dear? Wouldn't it be nice to just close your eyes and forget that?"

I glared at her insistence that I go to sleep.

She sighed. "Well then I'll just help you get nice and relaxed again," she said.

She bent down and stood back up holding a syringe.

The crazy witch was going to inject something into me.

I moved away, sensing with dread that my movements were getting slower.

I hoped Warren and the Doctor were really there, really going to barge in at any moment and save me.

"_We're here, and we're not going to leave without you."_

Warren's voice was just about angelic sounding now.

The woman lunged at me once more, the cold metal was just millimeters from my skin when there was a big crash.

"Stop that, nobody likes getting shots," I heard.

The Doctor.

The calming numb feeling was creeping up. It was going to be impossible to resist it this time.

She lunged at them this time, waving the syringe menacingly.

Warren was waiting, though, and he cleanly knocked it out of her hand and proceeded to knock her out with his fist.

I smiled at them, my rescuers.

"Told you," muttered Warren, grinning.

The high pitched hiss sounded again. Feeling returned to my limbs. It felt heavenly.

But then I remembered what was going to happen. The fire.

Warren must've seen the fear in my eyes, because he lifted me and carried me toward the door. "Let's get her to the TARDIS, Doctor," he said.

We went through the door that I hadn't seen.

We were standing then in the middle of space.

We were surrounded by stars. I was shocked. It was surreal, to say the least.

The Doctor and Warren looked completely unfazed.

We made it to the TARDIS, and I could feel the hint of pain in my arm that told me it would come soon.

"How'd I get there?" I asked, choosing from the millions of questions in my head.

The Doctor grinned. "Good ol' TARDIS always knows where to take us. She brought us to the only space medical facility in space for at least 5 billion miles. Good thing too, that bite is looking vicious as ever."

I glanced at my arm. He was right. The Nera bite was prominent, deep red and swollen. Then what must've been the bug bites had left their marks as well; a thousand bruises and stings.

"The Nera bite was affected when you were bitten by the Bugs," the Doctor went on. "It nearly killed you. Poison was in your system. Somehow the Keepers at the hospital kept you alive through it."

"By keeping me asleep and senseless?"

"Right. Now, I think we've found a solution to your problem," he clapped his hands together and held up some oddball contraption.

The pain was starting to spread. I took in a sharp breath.

"I must warn you though; there may be some slight side effects. Like nausea, stuff like that. Maybe some- er- exploding. But-"

"Just do it," I said through clenched teeth. My arm was unleashing the fire full blast now. Even the possibility of exploding was better than this.

He set the contraption on the collective spot of bites and pressed some buttons.

"Ready?" he said.

"Yes." I wasn't really sure if I was, but now was as good a time as ever.

He punched the contraption's main button.

It felt like tiny electric charges were being emitted through me. At first it tickled. Then they grew bigger. Finally it was like he had just zapped me with lightning.

Then it was over.

I was laying on the floor of the TARDIS, Warren and the Doctor standing over me.

They both grinned.

I didn't feel any pain in my arm. When I looked at it, all that was there were the two distinct marks of the fangs of the Morte Nera.

"Ready for a new adventure, then?" said the Doctor after Warren had helped me up.

We looked at each other and smiled.

"Yeah," I said.

"Let's go," said Warren.

So he pushed the button.

And off we went, into time and space toward something weird and awesome and crazy.


	5. Chapter 5

The TARDIS was alive once more, roaring and shaking us around in flight.

I would never get tired of that adventurous feeling that was always present when we took off like that; hurtling toward some unknown place to get into trouble just to somehow dig our way back out again.

I held on to a metal bar to keep my balance, and Warren did the same.

This trip felt like it was taking a lot longer than the others had. I began to have a suspicion that something was wrong.

But I kept my faith in the Doctor and ignored the feeling. I looked over to Warren and smiled. He grinned back at me and began to speak, but he was cut short by the horribly loud wail of a siren. It was coming from somewhere near the center of the TARDIS.

I let go of the metal and ran to the Doctor's side.

"What's going on?" I said, having to almost yell over the alarm.

He looked at me with something like worry in his eyes and held my gaze for awhile. Finally he broke it and shrugged.

"Oh no you don't," I said, holding onto his shoulder to prevent him from avoiding answering me. "Tell me."

He sighed. "We're out of energy," he mumbled, almost so quietly that I couldn't hear the words.

I hadn't thought about the TARDIS needing energy before. Now that I was aware, I was afraid she would never be able to fly again. That we would be stuck out in space forever.

I glanced at Warren, who must have overheard the whole thing because he was looking sullenly at the floor.

Finally the Doctor managed to stop the siren. Everything seemed unnaturally calm and eerily quiet.

"Well then," he said, walking over to us. "I sent out a distress signal, but I think we'll be here awhile. Make yourselves comfortable."

We stayed where we were.

"Doctor," I said, "Where are we?"

He looked back at a screen that was projecting some numbers and odd alien-looking symbols.

"In orbit around a planet called Pollisenthyciscelluloidium."

"That's quite a mouthful, isn't it?" said Warren.

"Most people just call it Polly," the Doctor replied.

"How could we have run out of energy? Don't you check some meter or other to know when you need to get more?" I asked incredulously.

The Doctor looked at me wearily. "It's not like a car," he said. "There is no gauge to tell you when its empty- or at least there was nothing on it in the handbook. And besides there are very few TARDIS fill-up facilities around."

"There's a handbook?" asked Warren.

"Of course!"

"And you read it? The whole thing?" I asked.

"Well," mumbled the Doctor, "I-sort of- skimmed it. Read the important bits."

I rolled my eyes.

We stood in silence for a little while, gazing around the TARDIS as if imagining what to do for as long as we would be stuck.

"Doctor," I finally spoke up. "Explain some things to me?"

He raised an eyebrow.

"Why was I in that hospital with the loony nurse? What happened to me?"

He pondered over his answer for a while, but eventually spoke up.

"When the Nera Morte bit you, it did something to your DNA. Made you extremely susceptible to diseases and any little thing could set it off. I thought maybe the worst that would happen to you was you'd catch a cold or something. But you weren't so lucky.

"The Bugs that bit you were tracking you because of the scent of the candy you'd had in your pocket. I made you run so Warren and I could cut off the swarm from their main hive so that they would die out; I didn't think about how you'd be affected if they got you. They injected a sort of venom into you, an alien disease that your body couldn't have handled well even without the Nera bite. Add those things together and it's one extremely deadly combination."

He looked at me meaningfully and said, "But you're alright now."

I nodded slowly, realizing once again how dangerous travelling with this man was. I could've died and left no trace of myself at home. My throat tightened.

Warren must have sensed my unease, and he walked over and put his arm around my shoulders.

"I have a question, too," he said. "How come I can talk to Lily in my head?"

The Doctor shifted his weight and sighed. "You've asked me that before," he said.

"I know," answered Warren, "But this time I expect an answer."

Again the Doctor thought for awhile.

"I'll tell you if you tell me something first," he said. "How many people were living with you and your dad?"

Warren turned white at the mention of his father. "None," he said quietly. "It was just us still living."

The Doctor nodded. "One more thing- did you ever send any people away? Ship them off somewhere to avoid the Walking Dead?"

Warren looked confused. "Well," he said slowly. "I think so. When I was little, we sent a few people away to find another planet and get help. But they never came back."

The Doctor nodded again. "Do you remember when there were other survivors?" he asked.

"A little," he replied.

"Do you remember whenever one of them was in trouble, and you could hear their voice like it was your own inside your head?"

Warren's mind seemed to be reeling now. "Yes," he said.

The Doctor grinned.

Warren's eyes grew large and his jaw dropped. "You mean-?" he started, glancing from me to the Doctor and back.

I still had no idea what was going on. "What?" I asked, frustrated that I wasn't catching on.

Warren turned back to face me, eyes wide and glowing with glee. "You're-" he began, but he didn't go on. Instead he drew me into a bear hug so that I couldn't breathe.

"What? What's going on?" I gasped.

The Doctor beamed at me and said, "Congratulations. Lily Carson, one of the last survivors of Warren's planet. A mission that was successful."

Something happened in my head and everything connected.

"You mean I'm not- I mean I'm- I've been…" I stammered.

I was an alien. I was from a different planet. I probably would've been one of the Walking Dead right now if I hadn't been sent off in some ship.

My whole world felt wrong and upside down.

It couldn't be true. It was impossible. I'd been born on Earth. There were pictures of me as a toddler.

But were there any of me as a baby?

I couldn't think of ever seeing one. My mind was racing now, and so was my pulse. the edges of my vision began to fade, and I fainted.

My eyes snapped open. I remembered the Doctor telling me about who I was. I remembered Warren being so happy.

I wished I could've been happy too.

But how could I be? I had lived on Earth for all of my life. Or so I'd thought.

I was so busy thinking about things that I didn't even notice Warren helping me up from the floor of the TARDIS where I'd fallen.

"Are you alright?" he asked.

I didn't reply.

I didn't know how to reply.

Instead of answering him, I whirled around to face the Doctor.

"Why didn't you tell me?" I asked angrily. "You knew. I know you did. So why didn't you tell me?"

The Doctor shrugged. "You did fine without knowing," he said.

If Warren hadn't been keeping a hold of me I would've punched the Doctor right then and there.

We stood for a bit, each of us in our own thoughts.

Mine weren't good ones.

I realized that my family- my real family- was either dead or a part of the mass of the Walking Dead. I quickly brushed away the tear that came to my eye.

There was no use crying over people I'd never known.

"Are we still out of energy?" I finally mumbled. I would do anything to avoid thinking about my real identity.

The Doctor nodded. "But, if you're interested, I've found out something else."

He smiled at us. "We're not really in orbit around Polly," he said. "We're circling around the planet both of you were born on. We can go check in on our old friend Sam!"

Warren turned white again and began to say something when there was a thunderous noise like a gunshot outside.

We began hurtling toward Warren's- and my- planet.

After a long fall with gravity working against us, the TARDIS crashed into the ground.

The Doctor scrambled out immediately.

"Who shot my TARDIS?" he yelled, sounding like a little boy would if his favorite toy had been broken.

Warren and I ran outside and caught up with him.

The sight awaiting us was exactly what we all feared we wouldn't see.

"Welcome back," said Sam, pulling each of us into a hug in turn.

Warren looked the happiest I had ever seen him; obviously relieved that his dad was alive.

"You SHOT my TARDIS?" said the Doctor, still caught up on that.

"You can't just SHOOT down a TARDIS! And we were in the middle of SPACE! Tell me, please, how you managed to do that?"

Sam only shrugged and smiled. "Come inside," he said, leading us toward his house. "I think we've all got a lot to discuss."


	6. Chapter 6

I sat in Sam's house once more and curled my fingers around the warm cup of tea Warren had given me. I couldn't concentrate on the conversation that was taking place around me; I was caught up in my own thoughts.

Thoughts about who I was. Who I thought I was and who I might really be.

Because if I was really an alien, would I still be the same. I mean, I ought to be, right? It's not really that I've changed at all- just that I know more than I ever had about my life.

And what had happened to my family? Had they travelled with me to Earth, or had they sent me off to live without them? Were they part of the mob of the Dead now?

It was hard to let myself imagine it. A man and a woman, my parents, as blank-faced and terrible as the rest of the pitiful creatures that were, even now, moaning and scratching at the door.

I shuddered.

Warren, who was standing behind me, put his hand on my back to comfort me, and I decided that joining the conversation was better than thinking for the moment.

"But how did you survive?" the Doctor was asking, fiddling around with his cup of tea and looking happy, if still a little upset about the TARDIS being shot, that his friend was alright.

Sam looked thoughtful. After a moment, he took in a breath and said simply, "I'm not sure. The second you left there was a sort of ripple, and then I was here, sitting right where you are now."

The Doctor looked intrigued. "A ripple?" he repeated.

Sam nodded. "And the funny bit is that even though I can remember that happening, I also remember a different version of what happened. I remember fighting my way out, climbing over piles of the Dead, barely getting through alive." He set his jaw in a hard line.

Warren looked a bit pale. He took his hand away and put it back to his side. "But how could both happen?"

The Doctor looked amused. It was the same look he almost always had, the one that let me know he knew something we didn't but he was going to let us have a turn at guessing it.

I was ahead of him this time, though. I smiled back.

Warren looked from him to me, still confused. "What?" he asked. "Tell me."

I stood up, set down my tea, and took his hand in mine. "The same thing happened to him that happened to me," I said. "I could remember things about earth, things that I'm still not sure if they happened or not, but now I can remember a little about life here."

He still looked puzzled. I nodded to the Doctor, giving him the chance to explain it in his big, wordy way of explaining things.

He smiled at me. "There are these things called trans-universal splits. It's sort of like parallel universes, only there are two specific ones built up around one particular person. Actually, I made that term up just now, but the idea is a real one- I'm fairly certain- and if not it's a pretty good one that should be real. Basically, two different time streams for the same person, and they can feel it. Though why it's happening to them I'm not exactly sure."

Warren nodded, though it was obvious that the idea wasn't fully registering with him.

_I'll try to explain again later _I told him, hoping I had gotten the hang of the telepathy thing enough to send him that message.

He smiled, telling me that I had been successful.

_Did the Doctor already explain about me to your dad? _I asked.

_Yeah, and he seemed really happy about it. Actually, we all are. Well, except you._

I rolled my eyes. Then I spoke up.

"Sam? What happened to my family?"

He looked up at me and gave me a sympathetic smile.

"Sorry, Lilly," he said, "I'm not sure exactly who you are, so I don't know who they might have been."

"Oh," I said, "Well, that's ok." I shrugged. It wasn't really. But I couldn't blame Sam for not knowing.

_Sorry. _I could hear Warren's voice as a whisper in my head. I didn't answer.

We stood there for a while in silence. Finally, the Doctor cleared his throat.

"Sorry to have to break that, er, silence, but if anyone is interested I've been being completely brilliant again."

I laughed. "Go on," I said. Anything would be better than just standing here.

He beamed, looking as pleased with himself as usual. "I know a way to get us out of here, safely back to earth, and keep the Dead unharmed."

Sam and Warrens' faces brightened. I held on to Warren's hand a little tighter.

"To the TARDIS!" said the Doctor, dashing off through the door. Before we could move to follow him, he came back in. "Wait," he said. "I'm going to need some things. First, a waffle, or maybe a scone or something-I'm starving. Second, a new bow tie, this one is looking a little raggedy. Third, cans. A lot of them; any size will do as long as they're metal. I have to make a doodad. And finally, I need everyone to stand about and admire me being clever. Oh, and keep the Dead away from me."

We ignored his first two requests, though he did manage to get himself some food. We set off through the house, looking for cans and not bothering to waste time asking what they were for. We knew the Doctor too well to do that.

When we had piled up enough cans to satisfy the Doctor, he smiled at us. "Now, I will need to focus on this, so don't get too close while you're admiring me."

We each scooped up armfuls of cans and followed behind the Doctor toward the TARDIS.

There were only a few of the Walking Dead still wandering around now, and we kept our eyes on them. The Doctor wasted no time starting on his weird but somehow effective mechanism, whatever it would turn out to be. It seemed that we stood there for at least an hour, listening to the whirr of the Doctor's sonic and the clang of the metal. We were completely silent.

"Oh," I heard from behind me. I turned to face the Doctor. His 'Oh's were never a good thing.

He bolted through the doors of the TARDIS, and I could see him fidgeting with levers and peering at the screen. When he emerged again, his face looked solemn.

"I've made a mistake," he said quietly. "I'm sorry."

"What is it?" I asked, "Can you fix it?"

He shook his head and pushed his hair out of his face nervously. "It's the trans-universal splits," he said.

"What about them?" asked Warren.

"Well," said the Doctor. "They'll have to choose what they believe really happened, and then either leave or be stuck here. And either way, the Dead can't be spared…" he trailed off.

"What do you mean, choose?" I asked.

"Lilly. Look at me. Look me in the eye. Straight at me. Now tell me something. Do you believe what I told you? About not being from earth? About being saved from living here; and I mean _really, truly _believe it?"

My throat closed up. I didn't know what I believed. I trusted the Doctor, but did that mean he wouldn't lie to me? I still could remember growing up on earth. I had baby pictures and everything. How could I not be human?

At the same time, it wasn't all that hard to believe that I had a whole different past. I could picture myself as a very young child, cowering as a spaceship took off toward a new place that I had been told was for my safety.

But I had to decide, right now, which I would put my faith in.

Which was right?

Somewhere inside me, I already knew the answer.

"Yes," I said. And it became real to me. I was of this world, not of earth.

He nodded, smiling slightly. "Get in the TARDIS. Warren, you too, and take the cans with you." Then he turned to Sam.

I couldn't hear what they were saying over the jingle of the metal we carried. By the time we set it down, their conversation was over.

The Doctor hopped into the TARDIS and shut the door.

"My dad?" Warren said, looking sickly.

The Doctor hesitated for a moment before pressing a button.

"Doctor?" I asked. "We can't just leave him there again."

He pulled a lever.

"Stop," I heard Warren say quietly. Then louder, "Stop. Go back. We AREN'T leaving him. STOP. NOW." He was yelling at the Doctor, looking at the control panel and trying to figure out which one would stop us from leaving.

The Doctor looked grim. "Your father," he said, "Has made his choice."

"No. NO. We have to go BACK."

"I'm sorry, Warren, I really am, but there's nothing I can do. He's gone."

_After all that? _

It took me a moment to realize that Warren was speaking in my head and not out loud.

_After ALL of the things we've done to stay alive, he's just going to choose to LEAVE me? No. He couldn't have. WHY?_

_I don't- _I started to comfort him, but he wasn't listening. He kept on shouting in my head. It was like I could feel all of his emotions along with hearing his thoughts. He was in so much pain, felt alone and abandoned. I couldn't keep from tearing up.

He fell to his knees and I rushed over to him. He started banging his fists on the floor and all I heard in my head was a constant string of _WHY?_

I wanted to do something, anything, that would make him feel better. I looked up at the Doctor, who had his hand paused just above the button that would send us off to another time and place. His eyes were closed as if he were in pain too.

"I'm sorry," he said again. I had to strain to hear it, and I'm not sure that Warren even listened.

And for the first time, I did not think of the Doctor as the good guy. I thought of him as cruel.

And that thought scared me.


	7. Chapter 7

My mind was working at about the same pace as the TARDIS was flying. I thought about everything that had just happened.

I thought about leaving Sam again, and how that was more than likely the last I'd ever see him.

I thought about trusting the Doctor.

I thought about my family.

I thought about almost anything else that would help me to concentrate on anything but Warren's voice in my head. By now, his cries had diminished into tortured whispers and agonized moans like the ones the Walking Dead made. It crushed me to see and hear him like this, so hurt. I longed to comfort him, but I knew nothing I could say or do would help much.

When I felt that I couldn't stand any longer the silence in the room or the chaos in my head, I finally spoke.

"Doctor," I said, "What exactly is that?" I gestured to the pile of cans that looked like just any pile of old garbage. I couldn't see why we would have use for that.

It frightened me to see the darkness in his eyes when he turned to answer me. They looked sad and tired and empty.

"It's a homemade Presence Analysis and Abdicator Instrument," he said, as if hurt that I didn't get that right off the bat.

"Right," I said. "So it… does… something?"

"Well yes, of course it _does _something," he answered, pouting a little. "It calculates the number of life forms in one area and decides which class they fall under and if they are good or not-so-good. Stuff like that."

I nodded. I didn't know how a little stack of cans could do something like that. Then again, I hadn't seen how a little police box could travel through time and space either, yet there I was.

The Doctor turned back to fiddling with things, and I was left to myself again. I glanced over at Warren, hoping he would even acknowledge me. He didn't.

Suddenly, a noise I didn't recognize sounded. It was apparently coming from the P.A.A.I.

I got up from where I had been sitting and walked over to it. "Doctor?" I said. Immediately he was at my side. He whipped out his sonic screwdriver and scanned it. When he looked at the results, his expression was not a good one.

"What is it?" I asked.

"Well," he said quietly. "Either I built this thing wrong or there's an abundance of life forms surrounding us right now. And I never build things wrong."

I believed that. "But how could there be life here? Aren't we somewhere in the middle of space?"

"We're in the Time Vortex," he answered, loving the opportunity to correct me. "And I'm not sure how they could be here. You'd have to be a Time Lord or have a TARDIS to get into the stream."

"So they're Time Lords then?" I asked.

His face grew sadder than I had ever seen it. "No," he muttered, gazing somewhere into the distance. "There are no more Time Lords. Just me."

Again I realized how little I knew of this man.

"Sorry," I said. It didn't sound like enough, but I didn't know what else to say.

"It was a long time ago," he said. Then he broke out of his stupor and looked at me. "Now, Lilly Carson, let's check out who's broken into the Vortex, shall we?"

We went to the TARDIS doorway, leaving Warren to himself. We peeked out the windows.

What I saw chilled me. "Doctor," I whispered, "What _are _those things?"

"Weeping angels," he answered.

We gazed out at about a thousand stone statues, all looking as if they were crying. I wasn't quite sure why I was scared of them, but my heart was pounding anyways.

"Don't blink," I heard the Doctor whisper.

"What?" I asked.

"Nothing," he said, "Hopefully we can give the TARDIS a boost and lose them in the Vortex. If they're stuck in here they won't last long."

He ran back over to the controls, frantically pushing buttons and peering at the screen and the P.A.A.I. and occasionally he would tell me to pull this lever or push that button. Finally I heard a roaring sound coming from where I assumed the engine was.

He ran back to the windows. I stayed standing next to Warren, willing him to get over his father at least for the moment and help us.

"Did we lose them?" I asked, fearing the answer.

The Doctor stayed silent, confirming my fears.

I started to feel very worried.

_Warren, please. _I sent to him telepathically. _If you're even listening to me, get up. We have a problem here, and I need you to help us._

It didn't even seem like he had heard me. Now I felt hopeless.

"Doctor, how do we get rid of them?" I asked, hearing my voice shake.

He looked at me, obviously concerned. "Very, _very, _carefully," he answered. He walked over and put his hands on my shoulders, looking me in the eye. "And you'll have to trust me and follow my instructions. First off, do not blink. They can get in here and kill you in the time it takes for you to close and open your eyes. And second, do _not _look into their eyes."

"What happens if I do?" I asked nervously.

He looked into the distance again, as if remembering something that made him upset. "That which holds the image of an angel becomes itself an angel," he said, as if reciting something.

I sensed that he had faced these creatures before. It made me feel a little bit better to know that he had managed to escape them before.

"Are we still in the Vortex?" I asked.

He shook his head. "I had to land her," he said. "She runs out of energy if she goes into hyper speed too long." He affectionately patted the control panel.

"Does that mean they can get in here now?" I asked very quietly, my nerves on edge.

"I set up the TARDIS shielding mechanism, so, for a little while at least, we should be safe. What we have to focus on now is how to get him to listen to us," he gestured to Warren, still sitting on the ground with his head in his hands. "Have you tried talking to him?"

I nodded. "But I'll try again." I couldn't stand the thought of him being totally defenseless if the angels got to him.

The Doctor didn't reply, just went back over to the windows and stared out, unblinking.

I squatted next to Warren. _Will you please just listen? I need you. We both do. _I sent him. He showed no change at all. _Warren. Please. There are things out there that will hurt you- kill you, even- if you don't look at them._

_What would I want to live for? _The voice I heard was so cold and empty, so unlike Warren that I didn't believe it was him who had spoken at first.

I didn't know how to answer. No words were forming in my head at all. Then I thought of some. I hoped that they would be good enough.

_For everyone you've lost. For everyone who ever loved you. They're probably somewhere looking down on you right now, praying that you won't give up just because you had a few bad days. You're better than this, Warren. Do this for your father. Do it for me._

Silence. I held my breath.

Slowly, so slowly I wasn't sure if it was really happening, he raised his head.

Without looking at me, he stood up and joined the Doctor in silently gazing out the window. In that moment, I was so happy that I forgot my fear of the angels.

I went and took my place, standing between them.

My happiness was cut much too short.

More angels then I had seen in the Vortex were standing just outside the door. They were frozen in various terrorizing ways. The one nearest the door had its arms extended above its head; its mouth was open in a silent shriek, showing pointed teeth. I followed the directions the Doctor had given me. I stared at them each in turn, being careful to avoid the eyes.

"Why aren't they moving?" I asked. It was somehow eerier to me that they weren't moving than it would have been if they were to viciously attack.

"They can't move if they're seen. It's a very good defense, very clever. You cannot turn your back to them for even a second though."

I suddenly found it very hard not to blink.

"How long before the shield goes out?" I asked.

"It already has," he replied.

My throat closed up. I knew we would be facing these things outside of the TARDIS soon.

"How are we going to get rid of them?" I asked.

There was no reply for a long while. Then the Doctor said, very quietly, "I have a plan, but it will be dangerous."

Was it my imagination, or did he sound happy about that?

I turned from the angels to look at him and say, "Bring it on."

He kept his gaze locked on them, but smiled at me.

"You said you trust me, just remember that."

This didn't sound good.

"Doctor?" I said worriedly. "What do I have to do?"

Now he did turn, leaving only Warren watching the angels. He couldn't look everywhere at once, and the angels took notice. As he would look to one side, the other would advance. He did his best. But the TARDIS started to be under siege before long.

I focused on the plan the Doctor was telling me instead of them.

"Lilly," he began. His tone was too measured, too careful. "I need you to run."

I blinked. "What do you mean?" I asked, fully aware of what he meant.

"I'm going to give you something very important. I need you to get out of here, run through the angels without blinking or looking into their eyes, set up the device, and activate it. Warren and I will look out at the angels from here, too. We'll do the best we can to keep them from moving."

I swallowed hard. He wanted me to run through a mass of big, stone statues that wanted to kill me if I blinked? It frightened me that I was so trusting of this man, who I hardly knew, that I would be willing to do that.

But I was.

I knew I would do it.

"What device?" I asked, my voice sounding small and afraid in my own ears.

The Doctor reached into his pocket and pulled out two things. One was his sonic, and the other was cylindrical, like a small bit of piping.

He handed me the cylinder and said, "This is a Defabriculator. If you set it up right, it will create a time imbalance that will hopefully suck in all the angels and leave you here."

I tried not to think about everything that could go wrong.

The TARDIS rocked to one side violently, and I knew the angels were closer to getting us.

The Doctor handed me the sonic and said, "Just think about what you want to happen, point, and click."

I nodded; the knot in my stomach growing as I realized the time was growing dangerously near to when I needed to face the angels. I realized I would die for this man. And for Warren.

The Doctor turned back to the window and said, "Good luck, Lilly."

My heart leapt when I heard Warren say, "Be careful. And come back alive."

I vowed that I would.

The Doctor grabbed the handle of the TARDIS.

"On three," he said. "One."

My heart sped up and my breathing started becoming faster.

" Two."

I poised myself to run.

"Three."

TO BE CONTINUED


	8. Chapter 8

I ran.

I ran without letting myself feel anything, without thinking about my surroundings.

I ignored the fact that I could very well die right then and there.

But I did allow myself one thing- I allowed myself to listen to Warren.

He had stopped mourning his father. Now, my mind was being filled with a steady stream of indistinguishable yet distinctly encouraging words.

It made me feel lighter, somehow.

It felt like I was running endlessly, yet it felt like I wasn't moving at all. All around me was just a grey blur. I was beginning to feel that there would never be an end to these statues.

I felt something cold and grimy brush the hand that held the sonic. I barely managed to bite back the scream that bubbled up inside me. They were starting to catch onto what I was doing. I wouldn't have much time.

_I won't lose you, too. _I heard Warren in my mind with a ferocious clarity.

_I'll try not to be lost. _I thought back.

I forced myself to surge faster.

Finally, I could see a break in the grey.

_I'm going to make it! _I sent him cheerfully, tears of relief welling up in my eyes. I wiped them away before they could stop me from seeing.

I made it to the end of the Angels, and I refused to look back. I told myself that I would be fine here, with Warren and the Doctor protecting me. I had a job to do.

I stuck the cylinder- Defabriculater- into the ground. Now all I had to do was focus the sonic on it and press.

I looked at my empty hand in horror.

My heart beating faster than ever, I frantically patted down all my pockets, then the ground around me, in a desperate search.

Nothing.

It was nowhere.

A hysterical laugh shook my body. Everything I had done was in vain. I was going to die. I had doomed the Doctor and Warren to the same fate. The Angels had won.

_I'm sorry I'm sorry I'm sorry I'm sorry-_ an endless loop sounded in my head for a long while before I realized I was the one saying it. I allowed it to start coming out of my mouth. "I am so sorry," I sobbed. I was consumed in utter devastation. I could not make myself move, nor could I let myself rest there to be killed.

I turned to face the Angels.

Before I knew that I had made the decision, I was in the maze of Angels again. It was a hopeless search; there was no way to tell where I had dropped it. I felt like I was turning myself in circles. I probably was. I couldn't keep anything straight in my head. I allowed the tears to fall this time.

_Warren, _I pleaded, _tell the Doctor to leave me. I won't make it, but that's okay. Just- go._

And I turned to the nearest Angel.

It was already poised to attack. Its sharp stone teeth and nails looked ready to tear into my skin.

I took in a shaky breath. Then I let it go.

Everything around me slowed.

And then I blinked.

_LILLY_

It was a cry of intense anguish.

It was from Warren.

Was it to be the last sound I heard before I was killed?

_LILLY __**NO**__. PLEASE. DON'T LEAVE ME. YOU __**CAN'T**__ LEAVE ME._

But why hadn't the Angel done it yet?

I was ready.

I heard a whirring sound from somewhere behind me.

"LILLY," I heard again. This time, it sounded like he was close.

Was I already dead?

Was I dying?

Then something slammed into me, knocking me to the ground.

I opened my eyes.

I was alive.

Warren was there.

The Angels-

The Angels were gone.

"War-"

No. They weren't gone.

They were in the sky.

The blinding white sky. It consumed them.

"Warren, why-"

I looked at his face. He looked scared.

I realized we were slipping.

Slipping _up_.

Somehow.

The white sky was going to get us, too.

I got a firm grip on Warren.

And we went into the light together.


End file.
